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HELLO SIR,
MY NAME IS SOUMYA
MITRA. I'M PERSUING PGDM COURSE IN
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International Commercial Transactions:Their Place in the Legal World:

International Commercial Transactions: Their Place in the Legal World

International Commercial Transactions :

International Commercial Transactions What is International Commercial Law?
Why is it important?
Law of Contract
Civil Law Systems
Common Law Systems
Shariá
Federal Systems
Sources of International Commercial Law
Slovenia’s Treaty obligations

What is International Commercial Law Why Is It Important?:

What is International Commercial Law Why Is It Important?

International Commercial Transactions:

International Commercial Transactions Any business transaction between citizens of different countries
A business transaction between a citizen of one country and the Government of another country or a governmental entity in another country, e.g. province, state, city
Examples
Sale of commodities
Sale of goods
Sale of services
Sale of securities, e.g. shares, bonds
Licensing, e.g. patents, trademarks, copyrights
Sale of property

International Commercial Transactions:

International Commercial Transactions Includes everything connected with such sales
Shipping
Setting up franchising
Hiring of employees and agents
Distribution Agreements
Methods of payment
Insurance
Resolution of disputes
Anything to do with business

National Law And Its Limits:

National Law And Its Limits Every country has its domestic laws related to commercial transactions
Applies to citizens
Applies to the state
Applies to foreigners who work in the Country
Domestic law has no extra-territorial effect on non-citizens

International Commercial Law:

International Commercial Law Domestic laws that cover international transactions
Most national laws govern legal relationships within a country
Some laws govern legal relationships between a citizen of a country and a non-citizen when it transacts business in a country
Arbitration law

International Law And Its Limits:

International Law And Its Limits Public International Law is a matter for Governments
Commercial International Law applies to those who engage in international business
Where does International Commercial Law stop and where does Domestic Law start?
e.g. if a Slovenian company sells to a U.S. company, what law governs?

The Extent Of International Trade:

The Extent Of International Trade Conflict between Free Trade and Protectionism
Free Trade – Each country can import or export without taxes (tariffs) or with same level
Protectionism – protect domestic industries or products by setting a level of taxes (tariffs) which make foreign goods more expensive than domestic

The Extent Of International Trade:

The Extent Of International Trade Examples
U.S. Auto Industry
Good for a segment of economy
Bad for consumers
World Trade Organization (WTO)
All major commercial states
Slovenia became a member on 30 July 1995
Basic purpose is to agree on fair tariffs and taxes to assure free trade
Successor to General Agreement on Trade and Tariffs (GATT)

Slovenia Exports and Imports - USA:

Slovenia Exports and Imports - USA

“The World Is Flat” Concept:

“The World Is Flat” Concept Goods and services are not produced by individual companies in a single country but use the best and least expensive resources of the world to produce products or services
Do not look to your own country
Who is part of this?
U.S.
Europe
Russia
China
Japan
India
Pakistan
Approximately 80% of the world

Reasons - Important To Understand:

Reasons - Important To Understand You can decide as business-people or as lawyers how to employ them for your benefit
Thomas Friedman, “World Is Flat” lists 10 reasons or “flattners” November 9, 1989 – The Day the Wall Came Down
August 9, 1995 – World Wide Web through Netscape becomes public
Work Flow Software
Uploading
Outsourcing Offshoring
Supply – Chaining
Insourcing
In-Forming
New Technologies that enhance the above
Digital
Mobile
Personal
Virtual

Reasons Important To Understand:

Reasons Important To Understand My prediction that International Trade will expand more over next 10 years than over last 100 years

Major Legal Systems:

Major Legal Systems Three Major Legal Systems
Civil Law
Common Law
Shariá (Islamic Law)

Slide16:

Contracts:

Contracts The heart of a working commercial system is an enforceable contract
What are the elements of an enforceable contract?
Object – something contracted for
Some type of exchange
Binding
Mutual
Does it have to be in writing?

Civil Law System of Contract:

Civil Law System of Contract Background
Codified Law
Started with Roman law which codified relations between citizens
Major update under Napoleon
Another re-codification in Germany in 1860’s and 1870’s
Covers most of Europe, including Slovenia and Russia
Adopted in Japan (German), Turkey (Swiss), Thailand (German), Korea and many other Asian countries
Also in former colonies, e.g. Indonesia (Dutch)

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria):

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria) Definition (Article 861)
Whoever declares that he will transfer his rights to another, that is, that he will permit him to do something, will give him something, will do something for him, or will omit to do something on his account, makes a promise. If the other accepts the promise validly, a contract is created by the mutual consent of both parties. As long as negotiations last and the promise is not yet given or has not been accepted, either previously or afterwards, no contract is created.

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria):

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria) Definition (Article 862)
The promise (offer) must be accepted within the period set forth by the offeror. If no period was set forth, an offer made directly to a person, or by telephone from person to person, must be accepted immediately. An offer made indirectly must be accepted not later than at the time when the offeror may expect the answer, provided that his offer reached the offeree in due time and the latter reasonably and promptly forwarded his answer; in default thereof, the offer lapses. Before the expiration of the period set forth above for the answer the offer cannot be revoked. The offer does not lapse if one party dies or becomes incompetent during the time reserved for the acceptance unless a contrary intention of the offeror could be inferred from special circumstances.

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria):

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria) Offer and Acceptance (Article 862a)
The acceptance is considered timely made if its declaration has reached the offeror within the period assumed therefor. However, the contract is made despite a delay in delivery of the acceptance to the offeror if the offeror was, or should have been aware that the acceptance was timely forwarded by the offeree but the offeror nevertheless failed to notify the offeree of his revocation immediately upon the lapse of the period for acceptance.

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria):

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria) Offer and Acceptance (Article 863)
Intention is manifest not only expressly by words and generally adopted signs but also tacitly by acts which in regard to their circumstances reveal an intention beyond substantial doubt.
The custom and usage prevailing in honest transactions must be taken into consideration in determining the meaning and the effect of acts and omissions.

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria):

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria) Offer and Acceptance (Article 864)
If an express declaration of acceptance cannot be expected due to the specific nature of the transaction or pursuant to custom and usage, a contract is formed if the offer was complied with within the period set forth therefor or within a period suitable in the circumstances.

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria):

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria) Mistake (Article 871)
If a party was mistaken with respect to the contents of a declaration given or received by him, and this mistake affects the essence or the fundamental nature of that to which the intention of the declaration was principally directed and expressed, no duties arise therefrom for the mistaken party, provided that this mistake was caused by the other party, should reasonably have been clear to him from the circumstances, or was promptly explained to him.

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria):

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria) Mistake (Article 872)
If a mistake does not affect the principal element of a declaration or an essential condition of it, but only a secondary matter, a contract based thereon remains valid insofar as both parties have consented to the principal element and have not declared the secondary matter as their chief intention; however, a suitable indemnification shall be paid by anyone who has caused the mistake to a person deceived thereby.

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria):

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria) Impossibilities (Article 878)
A clearly impossible matter cannot become the subject of a valid contract. If possible and impossible matters are simultaneously contracted for, the contract remains valid as to the possible matters unless it appears therefrom that no one matter can be severed from the others. A person who, when entering into the contract was or should have been aware of such impossibility, is liable to the other innocent party for any damage suffered by him through his reliance upon the validity of the contract.

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria):

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria) Form of Contract (Article 883)
A contract can be made orally or in writing, before the court or extra-judicially and with or without witnesses. The difference in the form makes no difference with regard to the obligation, except in cases specified by the law.

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria):

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria) Form of Contract (Article 884)
If the parties have agreed expressly upon a contract in a special form, it is presumed that they did not want to be bound unless this form has been complied with.

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria):

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria) Rules of Interpretation (Article 914)
The interpretation of contracts shall not be based upon the literal meaning of the expressions used but rather upon the true intention of the parties, and the contract shall be construed in accordance with the customs of honest dealings.

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria):

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria) Rules of Interpretation (Article 915)
In unilaterally binding contracts it is presumed, in case of doubt, that the person bound intended to take upon himself a lighter rather than a heavier charge; in bilaterally binding contracts a vague declaration shall be interpreted to the prejudice of the person who has made it.

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria):

Elements of Contract (Obligations) Under Civil Law (General Civil Code of Austria) Rules of Interpretation (Article 916)
A declaration made with fictitious intent to a third person with his consent is null and void. If, however, another contract is concealed thereby, the true contract shall be considered binding.
A defense alleging a fictitious declaration cannot be urged against a third person who has acquired rights in reliance upon such declaration.

Common Law:

Common Law Common Law is not codified but is based on customs and practices which become basis of decisions
Decisions of Courts are relied upon to determine how a particular matter will be resolved
Look for analogous situation, e.g. is a late delivery due to bad weather an excuse for non-performance or is it a breach of contract?
Seasons of the year
Severity of weather
Precautions normally employed

Common Law:

Common Law Read prior cases and come up with closest analogy
Cases develop as new factors are taken into account; e.g. automobiles, airplanes, computers, internet, etc.

Coverage:

Coverage Started in England and followed English colonization
England, Wales, Ireland
U.S.
Canada
Australia/New Zealand
Hong Kong prior to re-incorporation into China
India

United States:

United States There are 50 states and each state has its own common law
Except for Louisiana which is a Civil Law state
So have to look at law in each state

Elements of Contract Under Common Law:

Elements of Contract Under Common Law Offer
Acceptance that does not deviate from offer
Consideration, something of value
Promissory Estoppel
Mutuality
Legal Purpose

Freedom to Contract:

Freedom to Contract Some laws apply, e.g. U.S. Uniform Commercial Code, Article 2 for sale of goods which will be in Session 4
Limits on amount of interest for late payment

Interpretation Totally Objective:

Interpretation Totally Objective Look only at words
Intent is not considered

Breach of Contract:

Shariá Law:

Shariá Law Traditional Islamic law based on the Koran and teachings of legal scholars
Four Schools
Hanafi
Maliki
Shafi’i
Hanbali
Applied in its pure form in only limited places, like Saudi Arabia, Pakistan
More important for non-commercial matters like marriage or other family relations

Shariá Law:

Shariá Law Covers or has effect throughout Muslim world
Many predominately Muslim countries have adopted Civil Codes
Egypt
Iraq
Syria
Lebanon
United Arab Emirates
Civil codes conform to basic principles of Shariá

Elements of a Contract Under Shariá :

Elements of a Contract Under Shariá Legal Purpose
Competent Person
Oral contracts are as binding as a written contract
Offer and acceptance
Only enforce provisions which are essential to principal purpose
Unanticipated Difficulties
Allow recessions, not adjustments
Interest (Riba/Usury) not permitted under Shariá
Usury is a high rate of interest
Civil codes allow interest at lower rates – 5% - 6%

Legal System That Will Enforce Contracts:

Legal System That Will Enforce Contracts In addition to a legal system that recognizes contracts, also need a legal system that will enforce contracts
Court system that will enforce agreements as written, subject only to mandatory rules that may not have been observed
Not corruptible

Legal System That Will Enforce Contracts:

Legal System That Will Enforce Contracts Difficult to understand
Many foreigners are afraid of system they do not understand
U.S. legal system is particularly frightening to foreigners
Not corruptible
Very complex and expensive
Favors locals in some places

Alternatives to Trial:

Alternatives to Trial Negotiation
Parties meet and try to resolve
Mediation
Similar to negotiation but with someone to guide and explain
Arbitration
Less formal trial

Evolving Federal System – European Union:

Evolving Federal System – European Union Created by Maastricht Treaty of 1992 and Treaty of Amsterdam
5 Major Bodies
Council of Ministries
Commission
European Parliament
European Parliament Court of Justice
Court of Auditors

E.C. Law:

E.C. Law 3 Types of EC Rules
Regulations – Mandatory
Directives – States implement
Decisions - Mandatory
E.C. Law (Regulations & Decisions)
Supersedes State Law
Especially in commercial matters
The areas where E.C. Law supersedes state law is just starting to evolve

Sources of International Commercial Law:

Sources of International Commercial Law Consensus on commercial matters
Obligations/Contracts
Treaties
Uniform Laws
Even if not adopted
Accepted practices
Standard forms of Contract

International Commercial Law:

International Commercial Law Treaties
Agreements between 2 (bi-lateral) or several (multi-lateral) countries which govern particular kinds of transactions
Usually supercede domestic law
Article 153 of Constitution
Laws must be in conformity with generally accepted principles of international law and with valid treaties ratified by the National Assemble
2004 Accession to European Union
Accepts all treaties which favor the EU and all treaties to which the EU is a party

International Commercial Law:

International Commercial Law Uniform or Model Laws
Promulgated by International bodies such as UN
Not law unless enacted
Set an international standard

International Commercial Law:

International Commercial Law Accepted Rules and Practices
Industry practices, regulations and model forms of contract which have gained acceptance in a particular industry
International Chamber of Commerce Rules on Documentary Credits
FIDIC Construction Documents

Bilateral Investment Treaties to Which Slovenia is a Party:

Bilateral Investment Treaties to Which Slovenia is a Party

Bilateral Investment Treaty Between Slovenia and the United Kingdom:

Bilateral Investment Treaty Between Slovenia and the United Kingdom Effective May 12, 1999
Promotion and Protection of Investment (Art. 2)
Each Contracting Party shall encourage and create favourable conditions for nationals or companies of the other Contracting Party to invest capital in its territory, and, subject to its right to exercise powers conferred by its laws, shall admit such capital.

Bilateral Investment Treaty Between Slovenia and the United Kingdom:

Bilateral Investment Treaty Between Slovenia and the United Kingdom Promotion and Protection of Investment (Art. 2)
Investments of nationals or companies of each Contracting party shall at all times be accorded fair and equitable treatment and shall enjoy full protection and security in the territory of the other Contracting Party. Neither Contracting Party shall in any way impair by unreasonable or discriminatory measures the management, maintenance, use, enjoyment or disposal of investments in its territory of nationals or companies of the other Contracting party. Each Contracting Party shall observe any obligation it may have entered into with regard to investments of nations or companies of the other Contracting Party.

Bilateral Investment Treaty Between Slovenia and the United Kingdom:

Bilateral Investment Treaty Between Slovenia and the United Kingdom National Treatment & Most-favoured-nation Provisions (Art. 3)
Neither Contracting Party shall in its territory subject investments or returns of nationals or companies of the other Contracting party to treatment less favourable than that which it accords to investments or returns of its own nationals or companies or to investments or returns of nationals or companies of any third State.

Bilateral Investment Treaty Between Slovenia and the United Kingdom:

Bilateral Investment Treaty Between Slovenia and the United Kingdom National Treatment & Most-favoured-nation Provisions (Art. 3)
Neither Contracting Party shall in its territory subject nations or companies of the other Contracting Party, as regards their management, maintenance, use, enjoyment or disposal of their investments, to treatment less favourable than that which it accords to its own nationals or companies or to nations or companies of any third State.

Bilateral Investment Treaty Between Slovenia and the United Kingdom:

Bilateral Investment Treaty Between Slovenia and the United Kingdom National Treatment & Most-favoured-nation Provisions (Art. 3)
For the avoidance of doubt it is confirmed that the treatment provided for in paragraphs (1) and (2) above shall apply to the provisions of Articles 1 to 12 of this Agreement.

Bilateral Investment Treaty Between Slovenia and the United Kingdom:

Bilateral Investment Treaty Between Slovenia and the United Kingdom Disputes (Art. 8)
Disputes between a national or company of one Contracting Party and the other Contracting party concerning an obligation of the latter under this Agreement in relation to an investment of the former which have not been amicably settled shall, after a period of three months from written notification of a claim, be submitted to international arbitration if the national or company concerned so wishes.

Bilateral Investment Treaty Between Slovenia and the United Kingdom:

Bilateral Investment Treaty Between Slovenia and the United Kingdom Disputes (Art. 8)
Where the dispute is referred to international arbitration, the national or company and the Contracting Party concerned in the dispute may agree to refer the dispute either to:
the International Centre for the Settlement of Investment Disputes (having regard to the provision, where applicable, of the Convention on the Settlement of Investment Disputes between states and Nationals of other States, opened for signature at Washington, D.C., on 18 March 1965 and the Additional Facility for the Administration of Conciliation, Arbitration and Fact-Finding Proceedings); or

Bilateral Investment Treaty Between Slovenia and the United Kingdom:

Bilateral Investment Treaty Between Slovenia and the United Kingdom the Court of Arbitration of the International Chamber of Commerce; or
an international arbitrator or ad hoc arbitration tribunal to be appointed by a special agreement or established under the Arbitration Rules of the United Nations Commission on International Trade Law.
If after a period of three months from written notification of the claim there is not agreement to one of the above alternative procedures, the dispute shall at the request in writing of the national or company concerned be submitted to arbitration under the Arbitration Rules of the United nations Commission on International Trade Law as then in force. The parties to the dispute may agree in writing to modify these Rules.

International Organizations in Which Slovenia Participates (Partial List) :

International Organizations in Which Slovenia Participates (Partial List) Bank for International Settlements
Central European Initiative
European Bank for Reconstruction & Development
European Investment Bank
European Union
Food & Agriculture Organization of the United Nations
International Atomic Energy Agency
International Bank for Reconstruction & Development
International Civil Aviation Organization
International Criminal Court
International Conference on Communities and Technologies
International Red Cross and Red Crescent Movement International Development Association
International Finance Corporation
International Hydrographic Organization
International Monetary Fund
International Maritime Organization
International Criminal Police Organization
International Olympic Committee
International Organization for Migration
International Organization for Standardization
International Telecommunication Union
Multilateral Investment Guarantee Agency
North Atlantic Treaty Organization
Nuclear Suppliers Group
Organization for Security and Co-operation in Europe
Permanent Court of Arbitration
Southeast European Cooperative Initiative

International Organizations in Which Slovenia Participates (Partial List) :

International Organizations in Which Slovenia Participates (Partial List) United Nations
United Nations Conference on Trade & Development
United Nations Educational, Scientific, and Cultural Organization
United Nations Industrial Development Organization
United Nations Truce Supervision Organization
World Tourism Organization
Universal Postal Union
World Customs Organization
World Health Organization
World Intellectual Property Organization
World Meteorological Organization
World Trade Organization

Multi-Lateral Treaties to Which Slovenia is a Party:

Multi-Lateral Treaties to Which Slovenia is a Party World Trade Organization

World Trade Organization (WTO) Successor to General Agreement on Trade and Tariffs (GATT):

World Trade Organization (WTO) Successor to General Agreement on Trade and Tariffs (GATT) Created – 1/1/95 in Geneva, Switzerland
Slovenia became member on 30 July 1995
Is an International Institution like IMF or World Bank
Purpose – implement WTO Agreements
Governance
Ministerial Conference
Central Council
Dispute Settlement Body
Trade Policy Review Body
Primary purpose of WTO is lower tariffs and other import barriers for all members

World Trade Organization (WTO) Successor to General Agreement on Trade and Tariffs (GATT):

World Trade Organization (WTO) Successor to General Agreement on Trade and Tariffs (GATT) Other provisions
Article III
A requirement of national treatment of imports with respect to taxes and regulations
Articles IV & XI
A prohibition on quotas, import or export licenses and other measures, with some exceptions and a special provision relating to quotas on cinematograph files
Article V
Guarantees of freedom of transit
Articles VI & XVI
Rules relating to subsidies and anti-dumping and countervailing duties

World Trade Organization (WTO) Successor to General Agreement on Trade and Tariffs (GATT):

World Trade Organization (WTO) Successor to General Agreement on Trade and Tariffs (GATT) Article VII
Rules on valuation for customs purposes
Article VIII
Rules on fees and formalities connected with importation and exportation
Article IX
Rules on marks of origin
Article X
Rules on transparency and publication of national trade regulations

World Trade Organization (WTO) Successor to General Agreement on Trade and Tariffs (GATT):

Organization for Economic Cooperation and Development (OECD):

Organization for Economic Cooperation and Development (OECD) Organization to create compatible economic policies and procedures
30+ members, e.g. U.S., most of Europe, Czech Republic, Slovak Republic, Turkey, Australia, Poland, Japan, Korea, Canada, Mexico
Slovenia received invitation to joint in May 2007
Primary effort to date has been in the field of anti-bribery and corruption

Organization for Economic Cooperation and Development (OECD):

Organization for Economic Cooperation and Development (OECD) Also enacted “Principles of Corporate Governance” in 1999
Protect Shareholders
Disclosure of key financial information to potential investors

Organization for Economic Cooperation and Development (OECD):

Organization for Economic Cooperation and Development (OECD) Also address:
Insurance Practices
Competition Law and Policy
Consumer Policy
Regulation of Financial Markets

Hague Convention:

Hague Convention Hague Convention signed into effect on July 15, 1955 to, “work for the progressive unification of the Rules of Private International Law”
Slovenia is a member
Prepare treaties that once accepted would govern the particular matter addressed

Hague Convention - Private International Law :

Hague Convention - Private International Law Statute of the Hague Conference on Private International Law
Convention of 1 March 1954 on civil procedure
Convention of 15 June 1955 on the laws applicable to international sales of goods
Convention of 15 April 1958 on the law governing transfer of title in international sales of goods
Convention of 15 April 1958 on the jurisdiction of the selected forum in the case of international sales of goods
Convention of 15 June 1955 relating to the settlement of the conflicts between the law of nationality & the law of domicile
Convention of 1 June 1956 concerning the recognition of the legal personality of foreign companies, associations & institutions Convention of 24 October 1956 on the law applicable to maintenance obligations towards children
Convention of 15 April 1958 concerning the recognition & enforcement of decisions relating to maintenance obligations towards children
Convention of 5 October 1961 concerning the powers of authorities & the law applicable in respect of the protection of minors
Convention of 5 October 1961 on the Conflicts of Law relating to the Form of Testamentary Dispositions
Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (4/29/01)

Hague Convention - Private International Law :

Hague Convention - Private International Law Convention of 15 November 1965 on Jurisdiction, Applicable Law & Recognition of Decrees Relating to Adoptions
Convention of 15 November 1965 on the Service Abroad of Judicial & Extrajudicial Documents in Civil or Commercial Matters (8/1/00)
Convention of 25 November 1965 on the Choice of Court
Convention of 1 February 1971 on the Recognition & Enforcement of Foreign Judgments in Civil & Commercial Matters
Supplementary Protocol of 1 February 1971 to the Convention on the Recognition & Enforcement of Divorces & Legal Separations
Convention of 4 May 1971 on the Law Applicable to Traffic Accidents
Convention of 18 March 1970 on the Taking of Evidence Abroad in Civil or Commercial Matters (1/22/00)
Convention of 2 October 1973 Concerning the International Administration of the Estates of Deceased Persons
Convention of 2 October 1973 on the Law Applicable to Products Liability
Convention of 2 October 1973 on the Recognition & Enforcement of Decisions relating to Maintenance Obligations
Convention of 2 October 1973 on the law applicable to Maintenance Obligations

Hague Convention - Private International Law :

Hague Convention - Private International Law Convention of 14 March 1978 on the law Applicable to Matrimonial Property Regimes
Convention of 14 March 1978 on the Celebration & Recognition of the Validity of Marriages
Convention of 14 March 1978 on the Law Applicable to Agency
Convention of 25 October 1980 on the Civil Aspects of International Child Abduction (8/1/03)
Convention of 25 October 1980 on International Access to Justice (2/1/00)
Convention of 1 July 1985 on the Law Applicable to Trusts & on their Recognition
Convention of 22 December 1986 on the Law Applicable to Contracts for the International Sale of Goods
Convention of 1 August 1989 on the Law Applicable to Succession to the Estates of Deceased Persons
Convention of 29 May 1993 on the Protection of Children and Co-operation in respect of Intercountry Adoption (9/1/02)
Convention of 19 October 1996 on Jurisdiction, Applicable law, Recognition, Enforcement & Co-operation in respect of Parental Responsibility & Measures for the Protection of Children (2/1/07)
Convention of 13 January 2000 on the International Protection of Adults
Convention of 30 June 2005 on the Choice of Court Agreements
Convention of 5 July 2006 on the Law Applicable to Certain Rights in respect of Securities held with an Intermediary

Treaty of Rome:

Treaty of Rome Although many efforts to make “International Law” of International Commercial Transactions - still National Laws
Which law applies to a particular transaction
Field of law call “Conflicts of Law”
Two primary principles
Parties’ choice
Country most affected by the transaction
Treaty of Rome covers this topic

Treaty of Rome:

Treaty of Rome Scope of the Convention [Art. 1]
The rules of this Convention shall apply to contractual obligations in any situation involving a choice between the laws of different countries.

Treaty of Rome:

Treaty of Rome Application of Law of Non-Contracting States [Art. 2]
Any law specified by this Convention shall be applied whether or not it is the law of a Contracting State.

Treaty of Rome:

Treaty of Rome Freedom of Choice [Art. 3]
A contract shall be governed by the law chosen by the parties. The choice must be expressed or demonstrated with reasonable certainty by the terms of the contract or the circumstances of the case. By their choice the parties can select the law applicable to the whole or a part only of the contract.

Treaty of Rome:

Treaty of Rome Freedom of Choice [Art. 3]
The fact that the parties have chosen a foreign law, whether or not accompanied by the choice of a foreign tribunal, shall not, where all the other elements relevant to the situation at the time of the choice are connected with one country only, prejudice the application of rules of the law of that country which cannot be derogated from the contract, hereinafter called “mandatory rules”.

Treaty of Rome:

Treaty of Rome Applicable Law in the Absence of Choice [Art. 4]
To the extent that the law applicable to the contract has not been chosen in accordance with Article 3, the contract shall be governed by the law of the country with which it is most closely connected. Nevertheless, a severable part of the contract which has a closer connection with another country may by way of exception be governed by the law of that other country.

United Nations (UN) & United Nations Commission on International Trade Law (UNCITRAL):

United Nations (UN) & United Nations Commission on International Trade Law (UNCITRAL) UN is an international organization created after WWII to promote cooperation among nations
Serves a variety of functions:
Peace-keeping efforts
Border disputes
Protection of individual rights
Famine relief
Environmental protection

United Nations (UN) & United Nations Commission on International Trade Law (UNCITRAL):

United Nations (UN) & United Nations Commission on International Trade Law (UNCITRAL) In Field of Trade Law:
Various treaties
UN commission on International Trade Law (UNCITRAL)
World Intellectual Property Organization (WIPO)
Protection of patents, trademark, copyrights and other intellectual property

UNCITRAL:

UNCITRAL To further the progressive harmonization and unification of the law of international trade
Multilateral treaties
Some widely adopted
Some new
Model Laws
Laws recommended as models for all countries
Not effective unless adopted by a county
Benefit of all countries having same law on a subject

UNCITRAL:

UNCITRAL Guides and Recommendations
No binding effect
Helpful to those involved
Status of Slovenia’s involvement

UNIDROIT International Restatement of Contract Law:

UNIDROIT International Restatement of Contract Law International Institute for the Unification of Private Law
International Institution located in Rome
UNIDROIT purpose:
Study and implement methods of harmonizing Commercial Law between States
Contracts are center of International Trade
Legally binding promise
Unlike other areas of law, more similarities than differences
UNIDROIT is true International Law – set of rules that would be of worldwide application

UNIDROIT International Restatement of Contract Law:

UNIDROIT International Restatement of Contract Law

UNIDROIT International Restatement of Contract Law:

UNIDROIT International Restatement of Contract Law

UNIDROIT International Restatement of Contract Law:

UNIDROIT International Restatement of Contract Law

UNIDROIT International Restatement of Contract Law:

UNIDROIT International Restatement of Contract Law

UNIDROIT International Restatement of Contract Law:

UNIDROIT International Restatement of Contract Law

UNIDROIT International Restatement of Contract Law:

UNIDROIT International Restatement of Contract Law

UNIDROIT International Restatement of Contract Law:

UNIDROIT International Restatement of Contract Law

UNIDROIT International Restatement of Contract Law:

UNIDROIT International Restatement of Contract Law

UNIDROIT International Restatement of Contract Law:

UNIDROIT International Restatement of Contract Law

Standard Forms of Contract:

Standard Forms of Contract Various areas of business have developed standard forms of Contract
Those involved in the industry understand the terms and practices of that industry
Contract forms which are understood by that industry
Examples
Insurance
Construction and Engineering
Session VIII

Need For Uniform Laws:

Need For Uniform Laws What as lawyers and business-people can we do to facilitate this trade or to make it more difficult?
What can Governments do to facilitate it or make it more difficult?
If the laws are the same in each country or the laws for international business are the same, then we can predict how our transactions will turn out
Need uniform laws

Need For Uniform Laws:

Need For Uniform Laws Then, having uniform laws, those laws must be uniformly enforced
The courts in Slovenia and the courts in the U.S. or China, or India must reach the same conclusion when faced with the same situation
Legal system must function without corruption